EXHIBIT 10.6.1




                                Dated 26 May 2004




                           GRANITE MORTGAGES 04-2 plc
                                as Current Issuer



                    LAW DEBENTURE CORPORATE SERVICES LIMITED
                  as Current Issuer Corporate Services Provider



                                NORTHERN ROCK PLC
                                  as Originator



                        GRANITE FINANCE HOLDINGS LIMITED


                                  GPCH LIMITED

                                     - and -

                THE LAW DEBENTURE INTERMEDIARY CORPORATION p.l.c.
                                as Share Trustee





               __________________________________________________

                       ISSUER CORPORATE SERVICES AGREEMENT
               __________________________________________________










                           SIDLEY AUSTIN BROWN & WOOD
                                WOOLGATE EXCHANGE
                              25 BASINGHALL STREET
                                 LONDON EC2V 5HA
                             TELEPHONE 020 7360 3600
                             FACSIMILE 020 7626 7937

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                                    CONTENTS

1.   Definitions and Interpretation............................................1

2.   Nomination of Directors...................................................2

3.   Returns...................................................................3

4.   Administrative Services...................................................3

5.   Confidentiality...........................................................4

6.   Remuneration..............................................................5

7.   Non Petition and Limited Recourse.........................................5

8.   Termination...............................................................6

9.   Non-Assignment............................................................7

10.  Non-exclusive.............................................................7

11.  Indemnity.................................................................7

12.  Governing Law and Jurisdiction, Appropriate Form..........................8

13.  Contracts (Rights of Third Parties) Act 1999..............................8

14.  Notices...................................................................8



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THIS AGREEMENT is made on 26 May 2004

BETWEEN:

(1)  GRANITE MORTGAGES 04-2 plc (registered number 5057377) a public limited
     company incorporated under the laws of England and Wales whose registered
     office is at Fifth Floor, 100 Wood Street, London EC2V 7EX as the Current
     Issuer;

(2)  LAW DEBENTURE CORPORATE SERVICES LIMITED, (registered number 3388362)
     whose registered office is at Fifth Floor, 100 Wood Street, London EC2V
     7EX in its capacity as the Current Issuer Corporate Services Provider;

(3)  NORTHERN ROCK PLC (registered number 3273685) whose registered office is
     at Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL as Northern
     Rock;

(4)  GRANITE FINANCE HOLDINGS LIMITED (registered number 4127787) whose
     registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX as
     Holdings;

(5)  GPCH LIMITED (registered number 4128437) whose registered office is at
     Fifth Floor, 100 Wood Street, London EC2V 7EX as GPCH and, together with
     Holdings and the Current Issuer, the "SPV Companies" and each a "SPV
     Company"); and

(6)  THE LAW DEBENTURE INTERMEDIARY CORPORATION p.l.c. (registered number
     1525148) whose registered office is at Fifth Floor, 100 Wood Street,
     London EC2V 7EX in its capacity as Share Trustee.

WHEREAS:

The Current Issuer Corporate Services Provider has agreed with the other parties
hereto to provide certain corporate services as more fully described below.

IT IS HEREBY AGREED AS FOLLOWS:

1.   Definitions and Interpretation

     The provisions of:

     (a)  the Master Definitions Schedule as amended and restated by (and
          appearing in Appendix 1 to) the Master Definitions Schedule Eighth
          Amendment and Restatement Deed made on 26 May 2004 between, among
          others, the Seller, Funding and the Mortgages Trustee, and

     (b)  the Issuer Master Definitions Schedule signed for the purposes of
          identification by Sidley Austin Brown & Wood and Allen & Overy LLP
          on 26 May 2004,

     (as the same have been and may be amended, varied or supplemented from
     time to time with the consent of the parties hereto) are expressly and
     specifically incorporated into and shall apply to this Agreement. The
     Issuer Master Definitions Schedule specified above shall prevail to the
     extent that it conflicts with the Master Definitions Schedule.



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2.   Nomination of Directors

     (a)  For so long as this Agreement remains in force and subject as set
          out in paragraph (b) below:

          (i)  Northern Rock will be entitled to, and shall, nominate one
               person willing to serve in the capacity of director for each
               SPV Company (and Northern Rock shall be deemed to have so
               nominated Keith McCallum Currie as its first nominee in such
               capacity) and nothing herein shall require Northern Rock to
               nominate the same person as director for each SPV Company; and

          (ii) the Current Issuer Corporate Services Provider will be entitled
               to, and shall, nominate two persons willing to serve in the
               capacity of director for each SPV Company (and shall be deemed
               to have so nominated L.D.C. Securitisation Director No. 1
               Limited and L.D.C. Securitisation Director No. 2 Limited as its
               first nominees in such capacity) and nothing herein shall
               prevent the Current Issuer Corporate Services Provider from
               nominating itself as a corporate director for each SPV Company
               or require the Current Issuer Corporate Services Provider to
               nominate the same two persons as director for each SPV Company.

     (b)  In relation to any person nominated or deemed to be nominated under
          (a) above, whichever of Northern Rock or the Current Issuer
          Corporate Services Provider nominated that person is referred to
          below as that person's "appointor".

     (c)  In relation to any person nominated or deemed to be nominated under
          (a) above as a director of any SPV Company, that person is referred
          to below as a "Director".

     (d)  Each appointor hereby confirms to the other that, if the person
          nominated or deemed to be nominated by it should resign or retire or
          for any other reason cease to act as Director of any SPV Company, it
          will promptly:

          (i)  procure that such Director shall acknowledge in writing that he
               has no claim of any nature whatsoever against the SPV
               Companies;

          (ii) nominate another person willing to act in the relevant
               capacity; and

         (iii) procure the consent of that other person to act in that
               capacity.

     (e)  Each appointor shall procure that each of the persons respectively
          nominated or deemed to be nominated by it from time to time as
          provided above accepts the relevant appointment and acts in the
          relevant capacity without fee or remuneration from any SPV Company
          save that nothing in this Agreement shall prejudice any right to
          remuneration on the part of the Current Issuer Corporate Services
          Provider under Clause 6 hereof.

     (f)  The Share Trustee undertakes and agrees subject to its duties and
          obligations as Share Trustee under the Share Trust Deed dated 19
          March 2001 that it shall exercise its rights as a shareholder of
          Holdings and all rights and powers


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          vested in it under the Articles of Association of each SPV Company
          so as to procure that the Board of Directors of each SPV Company
          comprises at all times one nominee of Northern Rock (provided that
          Northern Rock shall have nominated such person to such office) and
          two nominees of the Current Issuer Corporate Services Provider as
          provided under paragraph (a) above.

     (g)  The obligations of the Current Issuer Corporate Services Provider
          under this Agreement and the obligations of each SPV Company under
          the Transaction Documents are, respectively, solely the corporate
          obligations of the Current Issuer Corporate Services Provider and
          the SPV Companies. No recourse shall be had in respect of any
          obligation or claim arising out of or based upon this Agreement or
          any of the Transaction Documents against any employee, officer or
          director of the Current Issuer Corporate Services Provider or the
          SPV Companies save where the claim, demand, liability, cost or
          expense in connection therewith arises from the negligence, wilful
          default or breach of duty of such employee, officer or director of
          the Current Issuer Corporate Services Provider or the SPV Companies.

3.   Returns

     Northern Rock undertakes that the person for the time being nominated by
     it as Director of a SPV Company pursuant to Clause 2 shall ensure,
     insofar as he or she is able having regard to the duties imposed on
     directors by law, that (a) all registers, filings and returns required to
     be made by such SPV Company are kept and made in accordance with the
     relevant provisions of English law or the rules of any relevant UK
     regulatory authority and (b) such SPV Company is otherwise in compliance
     with the Companies Act 1985.

4.   Administrative Services

4.1  The Current Issuer Corporate Services Provider shall provide the
     following services (the "Services"):

     (a)  a registered office and administrative office for each SPV Company;

     (b)  the services of three persons who will, if required, accept office
          as directors of each SPV Company;

     (c)  the services of a secretary to each SPV Company to perform all the
          duties properly required of a secretary by the directors of such SPV
          Company and the Companies Act 1985 (the "Law");

     (d)  the arrangement of meetings of directors and shareholders of each
          SPV Company in the UK and the preparation of minutes of such
          meetings;

     (e)  the arrangement of annual meetings and any other meetings of the
          shareholders of each SPV Company;

     (f)  the maintenance of the statutory books of each SPV Company and any
          other books and records required by law or ordinarily required by an
          English company and the preparation and issue of share certificates;



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     (g)  the preparation and submission of any other documents required by
          law to be prepared or filed by each SPV Company including all
          filings to be made with the Registrar of Companies;

     (h)  the provision of book keeping services and preparation of each SPV
          Company's accounts based upon the ledgers and records maintained by
          the Current Issuer Cash Manager;

     (i)  the instruction of each SPV Company's auditors to prepare the annual
          audited financial statements; and

     (j)  the execution of all such agreements, documents and undertakings as
          shall be necessary in connection with the business of each SPV
          Company if so authorised by a valid resolution of the Board of
          Directors of each SPV Company;

4.2  The Current Issuer Corporate Service Provider's duties:

     (a)  The Current Issuer Corporate Service Provider shall at all times act
          in accordance with all reasonable and proper directions, orders and
          instructions given by the Board of Directors of each SPV Company.

     (b)  The Current Issuer Corporate Service Provider shall not knowingly do
          or knowingly omit to do anything which would constitute a breach of
          any provisions of the Memorandum and Articles of Association of each
          SPV Company or of any legally binding restrictions applying to each
          such SPV Company. This includes but is not limited to any legally
          binding restrictions applying to each SPV Company as a consequence
          of its being a party to the Transaction Documents.

5.   Confidentiality

5.1  The Current Issuer Corporate Services Provider shall not, and hereby
     undertakes to procure that each person nominated or deemed to be
     nominated by the Current Issuer Corporate Services Provider as Director
     of each SPV Company shall not (regardless of whether or not such person
     shall still be in office), at any time disclose to any person, firm or
     company whatsoever (other than the Share Trustee), and shall treat as
     confidential, any information relating to the business, finances or other
     matters of Northern Rock or any SPV Company which such Director may have
     obtained as a result of (in the case of the Current Issuer Corporate
     Services Provider) its role under this Agreement as a Director or as
     employer or principal to any Director or (in the case of any Director)
     such Director's position as Director of each SPV Company, or otherwise
     have become possessed of, and the Current Issuer Corporate Services
     Provider shall use its best endeavours to prevent any such disclosure
     provided however that the provisions of this Clause shall not apply:

     (a)  to the disclosure of any information already known to the recipient;

     (b)  to the disclosure of any information which is or becomes public
          knowledge otherwise than in breach of this Clause;



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     (c)  to any extent that disclosure is required pursuant to any law or
          order of any court or pursuant to any direction, request or
          requirement (whether or not having the force of law) of any central
          bank or any governmental or other regulatory or taxation authority
          (including, without limitation, any official bank examiners or
          regulators or the London Stock Exchange plc or any other applicable
          stock exchange);

     (d)  to the disclosure of any information to professional advisers or any
          of the Rating Agencies who receive the same under a duty of
          confidentiality;

     (e)  to the disclosure of any information with the consent of all the
          parties hereto; and

     (f)  to the disclosure of any information to the Note Trustee.

     and the Current Issuer Corporate Services Provider hereby agrees to
     indemnify and hold harmless Northern Rock and the SPV Companies for all
     losses, damages, expenses, costs, claims and charges arising from or
     caused by any disclosure of information by any of the Current Issuer
     Corporate Services Provider or any Director nominated or deemed to be
     nominated by it which disclosure is made contrary to the provisions of
     this Clause.

5.2  The obligations of the Current Issuer Corporate Services Provider under
     this Clause 5 shall survive the termination of this Agreement.

6.   Remuneration

     The Current Issuer Corporate Services Provider shall be entitled to
     remuneration for the Services provided by it under this Agreement of an
     amount to be agreed between the SPV Companies, Northern Rock and the
     Current Issuer Corporate Services Provider (together with Value Added Tax
     thereon) which shall consist of remuneration for corporate services
     hereunder to be borne by the SPV Companies and payable quarterly on
     Payment Dates subject to and in accordance with the Current Issuer
     Priority of Payments. The remuneration to the Current Issuer Corporate
     Services Provider as set forth in this Clause shall apply only in respect
     of this Agreement and the transactions contemplated by the Transaction
     Documents, and the remuneration to the Current Issuer Corporate Services
     Provider in respect of any previous or subsequent transaction between the
     parties shall be as agreed in connection with such transaction.

7.   Non Petition and Limited Recourse

7.1  Each of the parties hereto hereby agrees that it shall not institute
     against any of the SPV Companies any winding-up, administration,
     insolvency or similar proceedings in any jurisdiction for so long as any
     sum is outstanding under the Notes of any Issuer or for two years plus
     one day since the last day on which any such sum was outstanding.

7.2  Each of the parties hereto agrees that notwithstanding any other
     provision of this Agreement or any other Transaction Document:

     (a)  in relation to GPCH and/or Holdings, any amount payable by GPCH or
          Holdings to any other party to this Agreement under this Agreement
          shall only


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          be payable to the extent that GPCH or, as the case may be, Holdings
          has sufficient funds to pay such amount on such date; and

     (b)  in relation to the Current Issuer:

          (i)  only the Note Trustee may enforce the security created in
               favour of the Note Trustee under the Current Issuer Deed of
               Charge in accordance with the provisions thereof;

          (ii) no sum due or owing to any party to this Agreement from or by
               the Current Issuer under this Agreement shall be payable by the
               Current Issuer except to the extent that the Current Issuer has
               sufficient funds available or (following enforcement of the
               Current Issuer Security) the Note Trustee has realised
               sufficient funds from the Current Issuer Security to pay such
               sum subject to and in accordance with the relevant Current
               Issuer Priority of Payments and provided that all liabilities
               of the Current Issuer required to be paid in priority thereto
               or pari passu therewith pursuant to such Current Issuer
               Priority of Payments have been paid, discharged and/or
               otherwise provided for in full; and

         (iii) it shall not take any steps for the purpose of recovering any
               amount payable by the Current Issuer or enforcing any rights
               arising out of this Agreement against the Current Issuer
               otherwise than in accordance with the Current Issuer Deed of
               Charge.

7.3  The provisions of Clause 6 of the Current Issuer Deed of Charge shall
     prevail in the event that and to the extent that they conflict with the
     provisions of this Clause 7.

8.   Termination

8.1  The appointment of the Current Issuer Corporate Services Provider
     hereunder in relation to each SPV Company shall terminate:

     (a)  upon the expiration of 90 days notice in writing given by the
          Current Issuer Corporate Services Provider or by the relevant SPV
          Company and provided that a substitute corporate services provider
          acceptable to the relevant SPV Company and Northern Rock has been
          appointed in relation to the relevant SPV Company on terms
          substantially the same as those set out in this Agreement and that
          such appointment will be effective not later than the date of the
          termination;

     (b)  immediately if:

          (i)  an order has been made or a resolution has been passed to put
               the Current Issuer Corporate Services Provider into liquidation
               (except a voluntary liquidation for the purpose of
               reconstruction or amalgamation); or

          (ii) the Current Issuer Corporate Services Provider has broken or is
               in breach of any of the terms of this Agreement and shall not
               have remedied such breach within 30 days after service of
               notice requiring the same to be remedied; or



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         (iii) the Current Issuer Corporate Services Provider becomes
               insolvent; or

          (iv) the Current Issuer Corporate Services Provider ceases or
               threatens to cease to carry on its business or a substantial
               part of its business or stops payment or threatens to stop
               payment of its debts.

8.2  This agreement shall terminate automatically on the date falling 90 days
     after the later of the date on which the Mortgages Trust Deed terminates
     or the date on which all of the Current Issuer Secured Obligations have
     been discharged in full.

8.3  Termination of the appointment of the Current Issuer Corporate Services
     Provider under this Clause 8 shall be without prejudice to the rights of
     any party in respect of any antecedent claim against or breach of the
     terms of this Agreement by the Current Issuer Corporate Services
     Provider.

9.   Non-Assignment

     The rights and obligations of the parties hereto are personal and, save
     in the case of the Current Issuer in accordance with the Current Issuer
     Deed of Charge, shall not be capable of assignment.

10.  Non-exclusive

     The Current Issuer Corporate Services Provider and the Directors shall be
     at liberty to provide services of a like nature to any other persons it
     may think fit whether for its own account or that of any other person.

     Neither the Current Issuer Corporate Services Provider nor any other
     person affiliated with the Current Issuer Corporate Services Provider
     shall in consequence of the appointment of the Current Issuer Corporate
     Services Provider hereunder or in consequence of any transaction entered
     into by any SPV Company with the Current Issuer Corporate Services
     Provider be liable to account to the SPV Companies for any profits
     (whether disclosed or not) accruing to the Current Issuer Corporate
     Services Provider from or by virtue of any such transaction.

     The Current Issuer Corporate Services Provider shall be entitled to
     charge and receive remuneration in accordance with its usual charging
     policies for any legal advice initiated by and rendered to any SPV
     Company, subject, in the case of any SPV Company, to the limited recourse
     provisions set out in Clause 7.

11.  Indemnity

     Northern Rock undertakes to indemnify and hold harmless the Current
     Issuer Corporate Services Provider, the Directors and the Share Trustee
     against all actions, proceedings, accounts, claims or demands and any
     costs and expenses incurred in connection therewith which may be brought
     or made or threatened to be brought or made against either the Current
     Issuer Corporate Services Provider, the Directors or the Share Trustee in
     connection with the affairs of any SPV Company unless any such liability
     shall have arisen solely due to the fraud, wilful misconduct or gross
     negligence of the Current Issuer Corporate Services Provider, the
     Directors or the Share Trustee. This indemnity shall continue in force
     notwithstanding the termination of this Agreement.



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12.  Governing Law and Jurisdiction, Appropriate Form

12.1 This Agreement is governed by, and shall be construed in accordance with,
     the laws of England and Wales.

12.2 Each of the parties hereto irrevocably agrees that the courts of England
     shall have jurisdiction to hear and determine any suit, action or
     proceeding, and to settle any disputes, which may arise out of or in
     connection with this Agreement and, for such purposes, irrevocably
     submits to the jurisdiction of such courts.

12.3 Each of the parties hereto irrevocably waives any objection which it
     might now or hereafter have to the courts of England being nominated as
     the forum to hear and determine any proceedings and to settle any
     disputes, and agrees not to claim that any such court is not a convenient
     or appropriate forum.

13.  Contracts (Rights of Third Parties) Act 1999

     A person who is not a party to this Agreement may not enforce any of its
     terms under the Contracts (Rights of Third Parties) Act 1999, but this
     shall not affect any right or remedy of a third party which exists or is
     available apart from that Act.

14.  Notices

     Any notices to be given and any correspondence or communication to be
     delivered or forwarded pursuant to this Agreement shall be sufficiently
     served, delivered or forwarded if sent by prepaid airmail or by facsimile
     transmission and shall be deemed to be given (in the case of facsimile
     transmission at 10.00am on the next business day in the place of receipt
     following despatch) or (in the case of the post) three (3) days after the
     despatch thereof and shall be sent:

     (a)  in the case of the Current Issuer Corporate Services Provider, to
          its office specified against its name at the commencement of this
          Agreement, fax number 020 7606 0643, marked for the attention of
          Sharon Tyson;

     (b)  in the case of each SPV Company, to its office specified against its
          name at the commencement of this Agreement fax number 020 7606 0643,
          marked for the attention of Sharon Tyson with a copy to Northern
          Rock to its office specified against its name at the commencement of
          this Agreement, fax number 0191 279 4694, marked for the attention
          of Keith Currie; and

     (c)  in the case of the Share Trustee, to its office specified against
          its name at the commencement of this Agreement fax number 020 7606
          0643, marked for the attention of Sharon Tyson.

IN WITNESS WHEREOF the parties hereto have executed this Agreement the date
first above written:



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                                 EXECUTION PAGE

<TABLE>
<CAPTION>
The Current Issuer

<S>                                                                             <C>
Executed by
GRANITE MORTGAGES 04-2 PLC
as follows:                                                                   By _______________________________________
Signed for and on its behalf by one of its duly                                  for and on behalf of LDC Securitisation
authorised attorneys/signatories                                                 Director No. 1 Limited

                                                                            Name _______________________________________



The Current Issuer Corporate Services Provider

Executed by
LAW DEBENTURE CORPORATE
SERVICES LIMITED
as follows:                                                                   By _______________________________________
Signed for and on its behalf by one of its duly                                  representing LDC Trust Management
authorised attorneys/signatories                                                 Limited

                                                                            Name _______________________________________


The Share Trustee

Executed by
LAW DEBENTURE INTERMEDIARY
CORPORATION PLC
as follows:                                                                   By _______________________________________
Signed for and on its behalf by one of its duly                                  Duly Authorised Attorney/Signatory
authorised attorneys/signatories

                                                                            Name _______________________________________


Holdings

Executed by
GRANITE FINANCE HOLDINGS LIMITED
as follows:                                                                   By _______________________________________
Signed for and on its behalf by one of its duly                                  for and on behalf of LDC Securitisation
authorised attorneys/signatories                                                 Director No. 1 Limited

                                                                            Name _______________________________________


GPCH Limited

Executed by
GPCH LIMITED
as follows:                                                                   By _______________________________________
Signed for and on its behalf by one of its duly                                  for and on behalf of LDC Securitisation
authorised attorneys/signatories                                                 Director No. 1 Limited

                                                                            Name _______________________________________



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The Originator

Executed by
NORTHERN ROCK PLC
as follows:                                                                   By _______________________________________
Signed for and on its behalf by one of its duly                                  Duly Authorised Attorney/Signatory
authorised attorneys/signatories

                                                                            Name _______________________________________

</TABLE>





















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